OFFICIAL GUIDE TO SHIP & YACHT REGISTRIES

Netherlands

Shipowner Eligibility 

A ship may be registered in the Netherlands, provided that:

a) it must be owned at least two-thirds by one or more natural or legal persons having the nationality of one of the EC member states or of one of the other states which are a party to the Agreement on the European Economic Area;
b) the person or persons referred to under (a) must conduct their shipping business from within the Netherlands through a Dutch-based office and manage the ship predominantly from within the Netherlands; at least two of the four types of management, i.e. strategic, commercial, technical and crew management, must be conducted from within the Netherlands;
c) the day-to-day management of the office referred to under (b) must be conducted by one or more natural persons having the nationality of one of the EC member states or of one of the other states which are a party to the Agreement on the European Economic Area;
d) the natural person or persons referred to under (c) must have representative authority in respect of all matters concerning the management of the ship, the master and the other members of the crew.

In order to determine whether a legal person has the nationality of one of the EC member states:
1) Two-thirds of the share capital must be issued to qualified nationals and the majority of managing directors must be “qualified nationals;” or
2) All of the managing directors must be qualified nationals

Qualified nationals are nationals of any one of the countries of the EC or of the European Economic Area.

About the Flag

Located in Western Europe bordering the North Sea, Belgium, and Germany, the Netherlands is a Dutch-speaking constitutional monarchy and a member of the EC, the OECD, the UN, and the IMO. Amsterdam is the capital and The Hague is the seat of government.

The Chief of State is the Queen, and the Head of Government is the Prime Minister. There is a bicameral legislature called the Staten Generaal. The legal system is based on civil law. The economy is highly developed and affluent and is based on private enterprise. The trade and financial services sector contributes to over half of the country's Gross National Product. The Netherlands has an open banking system under the control of the Dutch Central Bank which is practically unhindered by exchange control regulations. Several banks provide a wide variety of ship financing possibilities in the euro and/or foreign currencies.

The Netherlands export various goods to its main trading partners the EC and the U.S. with Rotterdam as its international distribution centre, being the largest port in the world and gateway to Europe.
Over the past years the tonnage registered under Dutch flag has grown significantly, yet maintaining its high standard because of the successful policy of the Dutch government which maritime policy included improvement of facilities, safety and tax incentives.

Company Formation

In the Netherlands a variety of partnerships, cooperative societies, limited liability companies, etc. can be formed. The limited liability company entities are either N.V. or B.V. of which the B.V., “besloten vennootschap” (private company with limited liability), is commonly used. In B.V.’s and N.V.’s the liability of the shareholders is effectively limited to the amount which is paid up or to be paid up on the issued shares. Both types of company are separate legal entities which can, inter alia, own and transfer property, enter into contracts in their own name and sue and be sued; neither is transparent for tax purposes. The N.V. and the B.V. are distinguishable in that the latter can only have registered shares, whereas the N.V. can have either registered shares or bearer shares or both.

Furthermore, the law requires that the right to transfer shares in a B.V. be restricted. Two kinds of share transfer restrictions are permitted by law transfers are subject to the prior approval of a corporate body (such as the management board, supervisory board or general meeting of shareholders) designated in the articles of association; - the transferor must first offer the shares to the other shareholders.

The B.V. may choose one of these types of restrictions or a combination of both. Generally, these restrictions are of no practical significance in the case of a B.V. all of whose shares are owned by another company. A B.V. or N.V., hereinafter referred to as “company” or “companies” is incorporated by the execution of a deed of incorporation before a civil law notary in the Netherlands. The deed of incorporation contains the articles of association of the company. The incorporator may be a natural person or legal entity and may have any nationality.

The incorporation can only be effected within three months after a declaration has been obtained from the Minister of Justice to the effect that he has no objection to the incorporation of the company. This declaration can be refused if, in view of the background and intentions of the persons who will be in charge of the future management of the company, it appears that the company may be used for purposes which are unlawful or that its activities may be detrimental to creditors. The Minister can also refuse to grant the declaration if the deed of incorporation is in conflict with the law or contrary to public policy. Furthermore, every company must file certain information in the trade register of the Chamber of Commerce. The articles of association state the authorised share capital, which is the total nominal value of shares which can be issued without amending the articles. The issued share capital may not be less than 20% of the authorised share capital. In general, the entire nominal value of the issued shares must be paid up upon subscription, although this may be limited by agreement to 25%. However, bearer shares must always be fully paid up. Moreover, in the case of an N.V., the law explicitly requires that any premium above the nominal value be fully paid up upon subscription. Shares without a nominal value and non-voting shares are not permitted. In principle, the subscribers remain liable for the amount of the unpaid subscribed capital.

Every company must have a management board which, depending on the articles of association, may consist of one or more managing directors. Both natural persons and legal entities may be appointed as such. The management board is responsible for the day-to-day decisions and administration of the company. The management board, as well as each managing director, is entitled to represent the company, that is, to bind it in transactions with third parties. However, the articles of association may restrict the right of representation of the managing directors. The articles may, for instance, establish a two-signature system pursuant to which the company may only be represented (other than by the management board as such) by two managing directors acting jointly or by a managing director acting jointly with an employee holding a power of attorney. The right of representation of the management board may not be restricted. Managing directors may have any nationality.

The management board is appointed by the general meeting of shareholders. The articles of association may allow for the appointment of the management board pursuant to a binding nomination by, inter alia, a corporate body such as the supervisory board or a particular group of shareholders. Such a binding nomination can be overruled by a resolution of the general meeting of shareholders passed by two-thirds of the votes cast, provided that this two-thirds majority represents at least half of the issued capital. The articles of association may also provide that certain decisions of the management board require the prior approval of another corporate body. This type of restriction of the powers of the management board has internal effect only and may not generally be invoked against or by third parties.

The articles of association of a company may provide for a supervisory board, consisting of one or more supervisory directors. If there is a supervisory board (and this is not usually the case in a small, wholly-owned Dutch subsidiary), its function is to supervise the management board and oversee the general state of affairs within the company in the interest of the enterprise as a whole, including the employees, shareholders and the business generally. A supervisory director is not, save in unusual cases, entitled to represent the company. The supervisory board is appointed by the general meeting of shareholders. The above discussion relating to a binding nomination of candidates for the management board also applies to the appointment of the supervisory board. Only natural persons qualify for appointment as supervisory directors; they are not required to be nationals of the Netherlands.

Taxation

For more information, please see the Dutch Tax Administration website at http://www.belastingdienst.nl/english/

Registration and Documentation

There are seven branches of the Ships' Register in the Netherlands situated in Amsterdam, Arnhem, Breda, Groningen, Roermond, Rotterdam and Zwolle. At each Registry office, three categories of ships are distinguished: seagoing vessels, fishing vessels, and inland water vessels. This summary refers only to Dutch seagoing vessels.

Registration is effected on the basis of a "Form 45" in which the owner declares that he is the owner of the ship and that he has complied with the requirements for its registration as a Dutch vessel. This Form 45 will only be recorded if and when the Netherlands Shipping Inspectorate has issued a declaration that the vessel has Dutch nationality. This declaration will be issued only if the applicant can prove that the owning Company is a qualified national. In practice, this is done by handing over copies of the Articles of Association, an extract from the relevant trade Register, and a declaration of a Dutch notary regarding nationality of the Managing Directors. Only thereafter comes the question of the appreciation of strategic, commercial and technical management and the crewing. When the Declaration of Nationality has been issued, this must be handed over to the Registrar of Shipping, together with Form 45, the Bill of Sale or the Builder's Certificate or other document evidencing Transfer of Title, the (original) International Tonnage Certificate (1969) and the Certificate of Deletion of former registry. Immediately upon the handing over of these documents, the vessel is registered and the Registrar issues the Official Number. Vessels under construction in the Netherlands are similarly registered but need not comply with the nationality requirements for registration.

Bareboat Charter Registration

Foreign vessels may be bareboat charter registered into the Netherlands provided the underlying register has given its content and the bareboat charter register for seagoing vessels is kept at the Netherlands Shipping Inspectorate at Rotterdam, a Department
of the Ministry of Traffic. The requirements are largely similar to those for the registration of ownership.
A seagoing vessel that is registered outside the Netherlands may be registered in the Dutch Bareboat Register under the conditions mentioned below.
Registration of ships under bareboat charter is governed by the Seagoing Vessels under the Act of the Nationality of ships on Bareboat Charter (Wet nationaliteit zeeschepen in rompbevrachting).
Conditions
• The bareboat charterer is resident in the European Union, European Economic Area, Switzerland or one of the overseas areas (by agreement).
• The bareboat charterer manages a shipping company with a head or branch office established in the Netherlands under Dutch law.
• The day-to-day operation of this shipping company (including nautical, technical and manning operations) is in the hands of one or more natural persons who are authorised to represent the bareboat charterer in all affairs concerning the management of the ship and those on board.
• The person or persons responsible for the day-to-day operation of the ship must be available at all times. If they are not available a substitute authorised to deal with all matters relating to the management of the ship and those on board may deputise for them.
• The bareboat charterer accepts all responsibilities for ship and crew arising from bareboat registration as a Dutch vessel.
• The owner and/or bareboat charterer agrees unconditionally to fly the Dutch flag.
• No conflict in law may exist or arise between the State of Registration and the Netherlands regarding registration as a bareboat charterer.

Vessel and Yacht Eligibility & Survey Requirements

The relevant national and international certificates are issued by the Netherlands Shipping Inspectorate. The necessary surveys are executed in close cooperation with the Netherlands approved class societies. The procedures are described in the brochure entitled “Harmonized System of Survey and Certification” of June 1994 which may be obtained from the Netherlands Shipping Inspectorate. The Netherlands approved class societies, inter alia, are:
• American Bureau of Shipping
• Bureau Veritas
• Det Norske Veritas
• Lloyd’s Register of Shipping
• Nippon Kaiji Kyokai
• Registro Italiano Navale

Crewing

The regulations governing merchant shipping ensure the safety of both vessel and crew. There are regulations that prescribe working hours, and crewmembers must also hold certain documents. Applicable legislation for the safety of the crew on Netherlands vessels are:
• Standards on Training, Certification and Watch keeping (STCW), partly implemented in the Zeevaartbemanningswet (Maritime Crew Act);
• Arbeidsomstandighedenwet (Working Conditions Act);
• Arbeidstijdenwet (Working Hours Act).

Crewmembers must hold certain personal documents in accordance with STCW such as:
• A seaman’s book;
• A certificate of competency

The certificate of competency will be issued when requirements of training, experience and physical fitness are met. Maritime training must also comply with regulations.
Applications documents crew

An application for a seamen’s book and/or a certificate of competency can be made at Kiwa Register.

Mortgages

Vessels registered in the Dutch Register may be mortgaged. A mortgage is established by Dutch notarial deed, followed by recordation at the Ships’ Registry. A mortgage may secure all types of facilities including future facilities. The following claims have priority over mortgages:
• Costs of foreclosure including the expenses of safekeeping during the period of foreclosure and sale, of judicial positioning of priorities, and of division of the proceeds of sale among the claimants having priority
• Costs of wreck removal
• Costs of preservation incurred after an arrest of the vessel including repairs, necessary to maintain the ship
• Claims originating from labor agreements with the captain and crew for a maximum period of twelve months
• Claims relating to salvage and contributions in average adjustments.

Fees

For more information, contact one of the following organizations:

Transport and Water Management Inspectorate
Telephone: +31 (0)70 456 45 00
Telephone: +31 (0)70 456 46 50 (Port State Control)
Website: http://www.ivw.nl

Shipowners’ Association
Royal Association of Netherlands Shipowners
Boompjes 40
3011 XB Rotterdam
The Netherlands
Tel: +31-10 414 6001
Fax: +31-10 233 0081
Email: info@kvnr.nl
Website: www.kvnr.nl

Contact

Facilitation Purposes
Ministry of Infrastructure and Water Management
Ms Lauranne Hintjens
Policy Advisor
Directorate-General for Civil Aviation and Maritime Affairs
Unit Maritime Shipping
P.O. Box 20904
2500 EX The Hague
Netherlands

Phone
+31626783971

Email
lauranne.hintjens@minienw.nl

Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91 
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG  Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW  Convention 78
STCW-F Convention 95
SAR  Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC  Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88

IMO Conventions

Status of Conventions Netherlands

IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78 x
SOLAS Protocol 88 x
SOLAS Agreement 96 x
LOAD LINES Convention 66 x
LOAD LINES Protocol 88 x
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72 x
CSC amendments 93 x
SFV Protocol 93 x
Cape Town Agreement 2012 x
STCW Convention 78 x
STCW-F Convention 95 x
SAR Convention 79 x
STP Agreement 71
Space STP Protocol 73
IMSO Convention 76 x
INMARSAT OA 76 x
IMSO amendments 2006
IMSO amendments 2008 x
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72 x
London Convention Protocol 96 x
INTERVENTION Convention 69 x
INTERVENTION Protocol 73 x
CLC Convention 69 d
CLC Protocol 76 x
CLC Protocol 92 x
FUND Protocol 76 x
FUND Protocol 92 x
FUND Protocol 2003 x
NUCLEAR Convention 71 x
PAL Convention 74
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02 x
LLMC Convention 76 d
LLMC Protocol 96 x
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005 x
SUA Protocol 2005 x
SALVAGE Convention 89 x
OPRC Convention 90 x
HNS Convention 96
HNS PROT 2010
OPRC/HNS 2000 x
BUNKERS CONVENTION 01 x
ANTI FOULING 2001 x
BALLASTWATER 2004 x
NAIROBI WRC 2007 x
HONG KONG CONVENTION x

x= ratification
d=denunciation

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